89. Robles vs Lizarraga 13.
Nothing is said concerning the improvements or the property of a personal nature w/c
GR. 26173
July 13, 1927
Pax
TOPIC: Parol Evidence Rule
PETITIONER: Zacarias Robles
RESPONDENTS: Lizarraga Hermanos
FACTS:
1. Hacienda “Nahalinan” in Occidental Negros belonged originally to the Sps. Zacarias
Robles Sr. and Anastacia de la Rama, parents of present plaintiff Zacharias Robles.
2. Upon death of Zacharias Sr., Anastacia was appointed administratrix of his estate; as
administratrix she leased the hacienda to Zacharias for period of 6 years (May 1915-
May 1920)
3. It was stipulated that any permanent improvements necessary to the cultivation and
exploitation of the hacienda should be made at the expense of the lessee without right
to indemnity at the end of the term. As the place was in a run-down state, and it was
foreseen that the lessee would be put to much expense in bringing the property to its
productive capacity, the annual rent was fixed at the moderate amount of P2,000 per
annum.
4. During the term of the lease, Zacharias made various improvements and additions to the
plant such as: Substitution of a new hydraulic press; reconstruction of dwelling house;
construction of new houses for workmen; building of camarins; construction of chimney;
reconstruction of ovens; installment of new coolers; purchase of farming tools and many
head of carabao, with other repairs and improvements.
5. All this expense was borne exclusively by the lessee, with the exception that his mother
and coheirs contributed P1,500 towards the expense of the reconstruction of the
dwelling house, which was one-half the outlay for that item.
6. The firm of Lizarraga Hermanos was well aware of the nature and extent of these
improvements, for the reason that the lessee was a customer of the firm and had
purchased from it many of the things that went into the improvements.
7. Anastacia de la Rama died leaving 5 children and grandchildren of a deceased daughter
as heirs. Zacharias Robles, Jose Robles, and Evarista Robles acquired by purchase the
shares of their coheirs in the entire inheritance.
8. Lizarraga Hermanos proposed to buy from these three all of the other properties
belonging to the Robles estate (which included other properties in addition to
the hacienda "Nahalinan").
9. Zacharias alleged that since the lease still had over 2 years to run, for him to surrender
the last two years of his lease the defendant agreed to pay him the value of all
betterments that he had made on the hacienda. The instrument of conveyance was
executed on Nov 16, 1917.
10. The 3 grantors in the deed conveyed only their several rights, interests and share in the
estate of their mother.
11. What Zacharias conveyed is not defined as being the hacienda Nahalinan nor including
any of his rights in or to the property conveyed other than those which he possessed as
a character of an heir.
12. No reference is made to the surrender of Zacharias’ rights as lessee except in fixing the
date when the lease would end.
Zacharias had placed on the Hacienda.
14. Zacharias says that their agreement with respect to compensation was not incorporated
in the document because the representative of Lizarraga explained that it was
unnecessary in view of the confidence existing between the parties which he believed
would be carried out in good faith.
15. The agreement was not reduced to writing.
16. Lizarraga says that no agreement with respect to compensation for the improvements
was made. He claims that after the sale of the hacienda, Zacharias offered to sell the
crop of the cane then exisiting and the carabao then in use on the place.
ISSUE:
WON the trial court erred in admitting oral evidence of a contract different from that
expressed in the contract of sale.
RULING:
NO.
1. Zacharias introduced in evidence a letter (Exhibit D), written on March 1, 1917, by
Severiano Lizarraga to the plaintiff, in which reference is made to an appraisal and
liquidation. This letter is relied upon by the plaintiff as constituting written evidence of
the agreement; but it seems to us so vague that, if it stood alone, and a written contract
were really necessary, it could not be taken as sufficient proof of the agreement in
question. But we believe that the contract is otherwise proved by oral testimony.
2. Carmelo Lizarraga’s testimony – He admitted that a few days before the conveyance was
executed the plaintiff proposed that the defendant should buy all the things that the
plaintiff then had on the hacienda, whereupon the Lizarragas informed him that they
would buy those things if an agreement should be arrived at as to the price.
3. Direct testimony of the Zacharias and his brother Jose - agreement was as claimed by
the plaintiff; and this is supported by the natural probabilities of the case in connection
with a subsequent appraisal of the property.
4. Lizarraga imputes error in the action of trial court in admitting oral evidence of contract
different from that expressed in the contract of sale and insisted that the written
contract must be taken as expressing all of the pacts, agreements and stipulations
entered into between the parties with respect to the acquisition of the hacienda. In this
connection stress is placed upon the fact that there is no allegation in the complaint that
the written contract fails to express the agreement of the parties.
5. Exception is taken to the action of the trial court in admitting oral evidence of a contract
different from that expressed in the contract of sale ; and it is insisted that the written
contract must be taken as expressing all of the pacts, agreements and stipulations
entered into between the parties with respect to the acquisition of the hacienda.
6. In this connection stress is placed upon the fact that there is no allegation in the
complaint that the written contract fails to express the agreement of the parties. This
criticism is in our opinion not well directed. The case is not one for the reformation of a
document on the ground of mistake or fraud in its execution, as is permitted under
section 285 of the Code of Civil Procedure.
7. The purpose is to enforce an independent or collateral agreement, which constituted an
 inducement to the making of the sale, or part of the consideration therefor. There is no
rule of evidence of wider application than that which declares extrinsic evidence
inadmissible either to contradict or vary the terms of a written contract. The execution
of a contract in writing is deemed to supersede all oral negotiations or stipulations
concerning its terms and the subject matter, which preceded the execution of the
instrument, in the absence of accident, fraud or mistake of fact.
8. But it is recognized that this rule is to be taken with proper qualifications; and all the
authorities are agreed that proof is admissible of any collateral, parol agreement that is
not inconsistent with the terms of the written contract, though it may relate to the same
subject matter.
9. As expressed in a standard legal encyclopedia, the doctrine here referred to is as
follows: "The rule excluding parol evidence to vary or contradict a writing does not
extend so far as to preclude the admission of extrinsic evidence to show prior or
contemporaneous collateral parol agreements between the parties, but such evidence
may be received, regardless of whether or not the written agreement contains any
reference to such collateral agreement, and whether the action is at law or in equity."
10. It has accordingly been held that, in case of a written contract of lease, the lessee may
prove an independent verbal agreement on the part of the landlord to put the leased
premises in a safe condition; and a vendor of realty may show by parol evidence that
crops growing on the land were reserved, though no such reservation was made in the
deed of conveyance
11. In the case before us the deed of conveyance purports to transfer to the defendant
only such interests in certain properties as had come to the conveyors by inheritance.
Nothing is said concerning the rights in the hacienda, which the plaintiff had acquired
by lease, or concerning the things that he had placed thereon by way of improvement
or had acquired by purchase.
12. The verbal contract, which the plaintiff has established, in this case is therefore clearly
independent of the main contract of conveyance, and evidence of such verbal contract
is admissible under the doctrine above stated. The rule that a preliminary or
contemporaneous oral agreement is not admissible to vary a written contract appears
to have more particular reference to the obligation expressed in the written
agreement, and the rule had never been interpreted as being applicable to matters of
consideration or inducement.
13. In the case before us the written contract is complete in itself; the oral agreement is
also complete in itself, and it is a collateral to the written contract, notwithstanding
the fact that it deals with related matters.